Opinion
A20-0937
05-24-2021
Aaron J. Harkins, Appellant, v. Grant Park Association, Respondent.
Peter Rademacher, Hogen Adams PLLC, St. Paul, Minnesota (for appellant) Bradley J. Lindeman, Melissa Dosick Riethof, Meagher + Geer, P.L.L.P., Minneapolis, Minnesota (for respondent)
This opinion is nonprecedential except as provided by Minn . R. Civ. App. P. 136.01, subd. 1(c). Reversed and remanded
Segal, Chief Judge Hennepin County District Court
File No. 27-CV-19-14404 Peter Rademacher, Hogen Adams PLLC, St. Paul, Minnesota (for appellant) Bradley J. Lindeman, Melissa Dosick Riethof, Meagher + Geer, P.L.L.P., Minneapolis, Minnesota (for respondent) Considered and decided by Gaïtas, Presiding Judge; Segal, Chief Judge; and Kalitowski, Judge.
Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.
NONPRECEDENTIAL OPINION
SEGAL, Chief Judge
Appellant, a condominium unit owner, challenges the district court's dismissal under Minn. R. Civ. P. 12.03 of his claims that respondent condominium association is required by Minn. Stat. § 515B.3-118 (2020) and the association's bylaws to release to appellant the email addresses of the association members. Because appellant's complaint pleads a viable cause of action for a violation of Minn. Stat. § 515B.3-118 and for breach of contract based on the association's bylaws, we reverse and remand.
FACTS
Respondent Grant Park Association (the association) governs a condominium community pursuant to the Minnesota Common Interest Ownership Act (the MCIOA). Minn. Stat. §§ 515B.1-101 to .4-118 (2020). The association is incorporated under the Minnesota Nonprofit Corporation Act (the MNCA), Minn. Stat. §§ 317A.001-.909 (2020), and operates pursuant to its own set of bylaws. Appellant Aaron J. Harkins is the owner of one of approximately 323 condominium units within the Grant Park complex. The unit owners constitute the members of the association.
This lawsuit arose out of Harkins's request to obtain the names and contact information, including email addresses, for the members of the association. Harkins claims that he sought the information so that he could contact members to solicit support to call a special meeting of the association to approve proposed amendments to the bylaws. He alleges that he first requested this information from the association's manager in May 2018. The manager responded that he does not provide such contact information "except for association business as directed by the board." The board advised Harkins that it would provide him with the names and addresses, but not email addresses, of the association members. A few weeks later, Harkins notified the board that he had not received the requested records, but got no response. In May 2019, a year after his initial request, Harkins sent a "Final Request for Association Records" seeking "the names, addresses and contact information for all current members of the [a]ssociation, including email addresses, in electronic form." The association responded to Harkins with a list of only the names of the association members, with no addresses. Harkins then initiated this lawsuit.
Harkins's complaint alleges that the association's refusal to provide the postal and email addresses of the members violated the MCIOA and breached its contractual obligations under its bylaws. The complaint also asserts a claim for attorney fees and punitive damages under the MCIOA. The association responded with a counterclaim seeking an award of attorney fees in its favor under the MCIOA.
Prior to trial, the association moved for judgment on the pleadings pursuant to Minn. R. Civ. P. 12.03. At the hearing on the motion, the association conceded that it would provide the members' postal addresses to Harkins, but continued to contest Harkins's demand for member email addresses. The district court held that under the bylaws and the MCIOA, the association was not required to provide Harkins with member email addresses and granted the association's motion for judgment on the pleadings. The court declined to award attorney fees to either party. Harkins now appeals.
DECISION
We review judgments on the pleadings de novo "to determine whether the complaint sets forth a legally sufficient claim for relief." Burt v. Rackner, Inc., 902 N.W.2d 448, 451 (Minn. 2017) (quotation omitted); see also Minn. R. Civ. P. 12.03. On appeal, this court "consider[s] only the facts alleged in the complaint, accepting those facts as true and drawing all reasonable inferences in favor of the nonmoving party." Burt, 902 N.W.2d at 451 (quoting Zutz v. Nelson, 788 N.W.2d 58, 61 (Minn. 2010)).
In this appeal, Harkins maintains that his complaint sets forth viable claims that the association violated the MCIOA and breached its contract with Harkins created by the association's bylaws, and that the district court, therefore, erred in granting the association's motion. Harkins also claims that the district court abused its discretion by failing to award him attorney fees. We address each claim in turn below. I. The district court erred in dismissing Harkins's claim for a violation of the MCIOA because, accepting Harkins's allegations as true, email addresses of unit owners collected and used by the association may constitute records required to be made available under the MCIOA.
Harkins argues that his complaint sufficiently alleges a claim for violation of the MCIOA because member email addresses in the possession of the association constitute a "record" that the association must make available to unit owners under the MCIOA. The applicable section of the MCIOA states:
The association shall keep adequate records of its membership, unit owners meetings, board of directors meetings, committee meetings, contracts, leases and other agreements to which the association is a party, and material correspondence and memoranda relating to its operations. The association shall keep financial records sufficiently detailed to enable the association to comply with sections 515B.3-106(b) and 515B.4-107. All records, except records relating to information that was the basis for closing a board meeting under section 515B.3-103, paragraph (g), shall be made reasonably available for examination by any unit owner or the unit owner's authorized agent, subject to the applicable statutes.Minn. Stat. § 515B.3-118 (emphasis added). Harkins alleges in his complaint that the association "regularly conducts business by electronic mail, including the sending and requesting the return of proxies by electronic means." He contends that member email addresses thus come within the meaning of "all records" in section 515B.3-118 of the MCIOA.
The district court, however, concluded that the definition of "all records" in Minn. Stat. § 515B.3-118 is more limited in scope. Specifically, the district court concluded that the MCIOA only requires an association to make available "adequate records"—the minimum records an association must keep under the MCIOA—and that email addresses are outside the scope of "adequate records" because the association bylaws do not require email addresses for member registration.
The member registration section of the association's bylaws requires owners to provide, in relevant part, the following information:
(i) the name and address of the Owners and any Occupants of the Unit, (ii) the nature of such Owner's interest or estate in each Unit owned; [and] (iii) the address at which the Owner desires to receive notice of any meeting of the Owners, if other than the Unit address[.]
Whether email addresses must be made available for review to members under the MCIOA is a question of statutory interpretation that we review de novo. Vill. Lofts at St. Anthony Falls Ass'n v. Hous. Partners III-Lofts, LLC, 937 N.W.2d 430, 435 (Minn. 2020). The purpose of statutory interpretation is to ascertain and effectuate the legislature's intent. Minn. Stat. § 645.16 (2020). We give the statute's words and phrases their "plain and ordinary meaning." Burt, 902 N.W.2d at 452. And if the statute has a plain meaning, that plain meaning must be followed. Vill. Lofts, 937 N.W.2d at 435. To determine the plain meaning of a statute, the words and phrases in the statute "are construed according to rules of grammar and according to their common and approved usage." State v. Pakhnyuk, 926 N.W.2d 914, 920 (Minn. 2019) (quotations omitted).
In this case, we are called on to interpret the phrase "all records" within the meaning of section 515B.3-118 of the MCIOA and to determine whether that phrase is broader than the minimum statutorily required records—identified in the statute as the "adequate records." The association argues and the district court agreed that to interpret the phrase "all records" as broader than the minimum statutorily required records—the "adequate records"—renders the latter phrase superfluous and thereby violates the principles of statutory interpretation. See, e.g., Amaral v. St. Cloud Hosp., 598 N.W.2d 379, 384 (Minn. 1999). We are not so persuaded.
Here we have two different phrases—"adequate records" and "all records"—located within the same paragraph of the statute, in two separate sentences, each addressing a different topic. The first sentence, which references "adequate records," sets forth the minimum records required to be kept by associations. The third sentence of the paragraph, the sentence that references "all records," sets forth the requirement that an association must make its records available for review by unit owners. The two sentences thus serve different purposes and the phrase "adequate records" is not made superfluous by interpreting "all records" as potentially having a broader scope. Indeed, the plain language of the statute leads to the contrary result.
The two words—"adequate" and "all"—have quite different meanings in ordinary usage. When determining the plain meaning of a statute, we may look to the dictionary definitions of the statutory language. Reetz v. City of St. Paul, 956 N.W.2d 238, 245 (Minn. 2021). The word "adequate" is defined to mean "[s]ufficient to satisfy a requirement or meet a need." The American Heritage Dictionary of the English Language 20 (5th ed. 2011). The word "all" is defined to mean "[b]eing or representing the entire or total number, amount, or quantity." Id. at 45. Thus, it would contradict the ordinary meaning of these words to conclude that "all" means "adequate."
In addition, we note that there is no language in section 515B.3-118 cross-referencing the two sentences or otherwise suggesting that the phrase "adequate records" in the first sentence was intended to modify the phrase "all records" in the third sentence. The two sentences are not even contiguous, but are separated by a sentence in the middle that relates to financial records. If the legislature had intended to limit the scope of access to association records by unit owners to just the "adequate records"—the minimum statutorily required records—the legislature could easily have accomplished that result by stating, for example, that the records required to be maintained by this section "shall be made reasonably available for examination by any unit owner." Minn. Stat. § 515B.3-118. The wording enacted by the legislature, however, states that "[a]ll records, . . . shall be made reasonably available." Id. (emphasis added).
Given the stark difference in meaning between the words "adequate" and "all," along with the absence of any language in section 515B.3-118 that demonstrates an intent that the phrase "adequate records" serves as not just a floor but a ceiling for what is encompassed in the phrase "all records," leads us to the conclusion that the phrase "all records" is not so narrow as to require disclosure of just the minimum statutorily required ("adequate") records.
With this as our framework, we turn to the question of whether Harkins has pleaded a viable claim for violation of the MCIOA sufficient to survive a rule 12.03 motion. The association argues, and the district court concluded, that because the association bylaws do not require unit owners to submit an email address when registering for association membership, member email addresses are not a record that is required to be made available to unit owners under the MCIOA.
Harkins alleged in his complaint that the association "regularly conducts business by electronic mail" and email addresses thus must be disclosed as part of "all records." In a declaration submitted in opposition to the association's motion for judgment on the pleadings, Harkins further elaborated on this allegation, stating that emails sent on behalf of the association to members include "agendas for meetings of the board of directors, notices of meetings, proxies for the annual meeting, notices of litigation, proposed budgets, and notices of construction, inspection or other events affecting Grant Park." Taking his factual allegations as true, which we must in analyzing a judgment on the pleadings pursuant to rule 12.03, it appears that, even though the association is not necessarily required by the MCIOA to collect or maintain records of member email addresses, the association has, in fact, obtained the addresses. And, as alleged by Harkins, the association "regularly conducts" its business by communicating with the membership through emails. Based on Harkins's allegations, the association's compilation of email addresses may thereby constitute a "record" of the association required to be made available to unit owners under Minn. Stat. § 515B.3-118 and Harkins thus pleaded a sufficient claim for a violation of the records disclosure provision of the MCIOA.
Before turning to the breach-of-contract issue, we will briefly address the association's argument that a provision of the MNCA is applicable and offers an alternative ground for dismissing Harkins's MCIOA claim. The association points to a provision of the MNCA that requires at least ten percent (but not more than 50) of a nonprofit's voting members to join in a legal action before members can bring a suit in equity against a nonprofit corporation. Minn. Stat. §§ 317A.165, subd. 2, .467, .751, subd. 3. Harkins counters that the association's argument was not preserved on appeal because it was rejected by the district court and the association failed to file a notice of related appeal. The association disputes that the district court issued a ruling on this issue. We conclude, however, that regardless of whether the question was preserved, the argument lacks merit.
The MCIOA provides that "[t]he principles of law and equity, including the law of corporations . . . supplement the provisions of this chapter, except to the extent inconsistent" with the provisions of the MCIOA. Minn. Stat. § 515B.1-108 (emphasis added). The private cause-of-action section of the MCIOA states that if an association violates any provision of the MCIOA, "any person or class of persons adversely affected by the failure to comply has a claim for appropriate relief." Minn. Stat. § 515B.4-116(a). By its plain terms, this allows individual suits against associations for violations of the MCIOA. Because the MNCA provision requiring a minimum number of members as a prerequisite to a suit would be inconsistent with the MCIOA, it is not applicable.
We conclude that Harkins has pleaded a sufficient claim for relief under the MCIOA for the purposes of Minn. R. Civ. P. 12.03 and we reverse the dismissal of this claim.
II. Harkins has also pleaded a sufficient claim for breach of contract based on the association's bylaws.
Harkins claims that by failing to produce the members' email addresses, the association was in breach of contract. The operative documents governing a housing association "constitute a contract between the association and its individual members." Swanson v. Parkway Estates Townhouse Ass'n, 567 N.W.2d 767, 768 (Minn. App. 1997). Thus, if the association did not comply with the terms of the bylaws, it has breached its contract with Harkins.
If a contract is not ambiguous, "the interpretation of a contract is a question of law." Roemhildt v. Kristall Dev., Inc., 798 N.W.2d 371, 373 (Minn. App. 2011), review denied (Minn. July 19, 2011). Determining if a contract's language is "plain or ambiguous is a question of law that we review de novo." Storms, Inc. v. Mathy Constr. Co., 883 N.W.2d 772, 776 (Minn. 2016). "The determination of whether a contract is unambiguous depends on the meaning assigned to the words and phrases in accordance with the apparent purpose of the contract as a whole." Halla Nursery, Inc. v. City of Chanhassen, 781 N.W.2d 880, 884 (Minn. 2010).
The section of the association's bylaws concerning records provides as follows:
The Board shall cause to be kept at the registered office of the Association, and at such other place as the Board may determine, records of the actions of the Board, minutes of the meetings of the Board, minutes of the meetings of the Owners, names of the Owners and Eligible Mortgagees, and detailed and accurate records of the receipts and expenditures of the
Association. With the exception of records that may be privileged or confidential information, all Association records, including receipts and expenditures and any vouchers authorizing payments, shall be available for examination by Owners and Eligible Mortgagees for a proper purpose, upon reasonable notice and during normal business hours.(Emphasis added.) The association asserts that the words "Association records" are a specifically defined term in the bylaws, and mean only the records that the bylaws require the association to maintain. Similar to its argument with respect to the MCIOA, the association claims that the information that the bylaws require an owner to provide to the association in order to register, and only that information, is part of the "Association records" that must be released.
With regard to records of member identity, the association points to the provision in its bylaws that lists the information that members are required to provide when they register for membership in the association: the owner's name and address; the nature of the owner's interest in the unit; the address at which the owner desires to receive notice of any meeting of the owners; and the name and address of the secured party holding the first mortgage on the unit. The association contends that because email addresses are not included in the information required for registration, they do not qualify as "Association records" that "shall be available for examination by Owners" under the bylaws.
The association, however, is mistaken in claiming that the bylaws specifically define and narrow the meaning of the words "Association records." The bylaws do not define "Association records" as a specific term. Instead, the bylaws merely describe the types of documents that the association "shall cause to be kept," a list that is similar to the MCIOA's minimum statutorily required records (the "adequate records"). Also similar to the statute, the bylaws go on to state, in plain language, that "all Association records . . . shall be available for examination" by unit owners. Relying on the same reasoning as for the statutory violation, we conclude that, because Harkins has alleged in his complaint that the association conducts its business through email communications, he has pleaded a viable claim for breach of contract and we reverse the dismissal of this claim.
III. Because we reverse and remand the dismissal of the complaint, we need not rule on the issue of attorney fees.
The final issue in this appeal is Harkins's claim that the district court abused its discretion by failing to award him attorney fees. This court reviews decisions on attorney fees for an abuse of discretion. Carlson v. SALA Architects, Inc., 732 N.W.2d 324, 331 (Minn. App. 2007), review denied (Minn. Aug. 21, 2007). The MCIOA provides that a "court may award reasonable attorney fees and costs of litigation to the prevailing party. Punitive damages may be awarded for a willful failure to comply." Minn. Stat. § 515B.4-116(b). The provision grants the district court significant discretion regarding whether to make an award of fees.
We note that the district court also denied an award of attorney fees to the association even though they succeeded in obtaining judgment on the pleadings dismissing the suit.
Based on our decision to reverse the district court's grant of judgment on the pleadings and remand for further proceedings, however, we need not address the merits of the attorney-fee issue in this appeal.
Reversed and remanded.